These Provider Partner Terms herein supplement the terms of executed Terms of Service with Yuzi Care Inc., which is fully incorporated by reference herein, and to the extent there is a conflict, the terms of the executed Terms of Service shall govern. These documents together may be referred to herein as the “Terms.”
This Provider Partner Program Addendum for Customer and Provider Partner (this "Addendum") is made by and between Yuzi Care, Inc. ("Yuzi Care" or "Us" or "We"), and you or the organization you represent, as a Provider Partner participating in the Yuzi Care Provider Partner Program and associated services (“Provider Partner” or "You").
You must agree to abide by the terms and conditions contained in this Addendum, in addition to the Cancellation & Rescheduling Policy (available here: https://www.yuzicare.com/faq) in order to participate in the Yuzi Care Provider Partner Program (the “Program”) provided by Yuzi Care. PLEASE READ THIS ADDENDUM CAREFULLY BEFORE REGISTERING FOR THE PROGRAM. By signing up for the Program, You indicate Your acceptance of the terms and conditions set forth in this Addendum. If You do not accept this Addendum, do not register for or continue use of the Yuzi Care Provider Partner Services.
1. Definitions. The following is a list of defined terms used throughout this Addendum.
a. Provider Partner. A “Provider Partner” is an individual or entity that registers with Yuzi Care and agrees to display Links (hereinafter defined) and otherwise market products or Provider Services (hereinafter defined) for Customers (hereinafter defined), in exchange for commissions payable to Yuzi Care.
b. Provider Services. “Provider Services” include the doulas, newborn care specialists, and nurses services that You would like to provide to Customers through the Program.
c. Link. A "Link" is a hyperlink placed by You that, when clicked on, provides access to Your website for the purpose of informing Customers about Provider Services.
d. Customer. A "Customer" is an individual or entity that has signed up to the Program and seeks to or actually engages You for Your Provider Services.
e. Site. The “Site” is the Provider Partner Program page at the https://www.yuzicare.com/ website.
2. Yuzi Care Services. Through the Program, Customer can engage Provider Partners to provide services or post Links, pursuant to the individual terms You propose. Yuzi Care will provide and maintain a platform to connect You to Customers (the “Yuzi Care Servies”). All relationships and interactions between You and any Customers will be managed by and conducted through the Program and will be subject to, in Your case, this Addendum, and in the case of a Customer, the Terms of Service. You agree that you shall establish additional terms in Your discretion, between You and a Customer. You further agree that the Program provides a means through which You can facilitate your relationship with Customers; however, the details and the ultimate contractual relationship underlying Provider Services are between You and the Customers.
3. Registration. In order to register as a Provider Partner with Yuzi Care and to participate in the Program, You must complete the required application form found on the Site, which requires supplying a name, supplying a valid e-mail address, creating an acceptable password, and answering the questions provided. By submitting the application, You warrant that all statements and representations made therein are true and accurate to the best of Your knowledge.
By registering for and using the Yuzi Care Services as a Provider Partner, and subject to your authorization, you acknowledge and agree that Yuzi Care may review and use any background check services from third-party consumer reporting agencies (“Background Checks”) you have ordered or authorized about yourself for the purpose of protecting the safety and integrity of our Program. Yuzi Care reserves the right to terminate your participation in the Program based on the information contained in such report, even if such information was subsequently dismissed.
Yuzi Care may send emails to You at the email address You provide and to otherwise communicate with You for purposes related to the Program, including, but not limited to, informing You of applicable changes or additions to the Program, the Site or this Addendum.
4. Yuzi Care Fees. Yuzi Care will be owed a share of revenues generated through the Yuzi Care Services (“Platform Fee”). The Platform Fee and the payment schedule will be set out in the onboarding documentation that You are provided with. Yuzi Care shall collect all payments from Customers and disburse these fees to the Provider Partner less the Platform Fee.
a. Non-Circumvention. You agree not to circumvent the Yuzi Care Services directly or indirectly by settling, conducting or undertaking any payment transaction outside of the Yuzi Care Services with partners or transactions brought to Your program, facilitated or introduced by Yuzi Care. You further agree that fees earned through this Program while You are actively using the Yuzi Care Services shall remain payable by You to Yuzi Care.
5. Provider Services. Once You have registered for the Program, You may list Provider Services. You are free to determine the types of Provider Services You would like to offer, the terms and conditions of the Provider Services, and any relevant fees. In each case, You must provide this information to the Customer and enter into a direct contractual arrangement between You and any Customer who chooses to engage you for Provider Services. In accordance with Section 11 below, You acknowledge that You are responsible for any and all liability arising from your provision of Provider Services, and You further agree that all contracts entered into by and between You and any Customer for the provision of Provider Services must reflect that.
6. Provider Partner Content. You represent that all content, data, or information You provide to Yuzi Care or post on the Site is solely owned by You or provided by You with the express authority of the person or entity You represent; does not infringe upon any other individual's or entity's rights (including, without limitation, intellectual property rights); and is not defamatory, libelous, unlawful, or otherwise objectionable. You shall not provide, promote, distribute, sell, place, or otherwise publish as a Provider Partner (or in connection with the Provider Partner Program) any content, product, service, or website that includes content, that is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law. You are solely responsible for the content, products, services, data, and information You provide, promote, distribute, sell, place, or otherwise publish and for Your website.
7. Data Privacy and Confidentiality. Yuzi Care uses the information you provide on the Site or via the Provider Services in accordance with our Privacy Policy. For more information, see our full Privacy Policy, the terms of which are incorporated herein. Provider Partner shall maintain the privacy and confidentiality of all Customer information obtained in connection with the provision of Provider Services. Provider Partner agrees to handle all Customer data in accordance with applicable privacy laws and regulations, ensuring that such information is not disclosed to unauthorized parties and is only used for the purposes of screening and providing the agreed-upon services. Provider Partner further commits to implementing reasonable security measures to protect Customer data from unauthorized access, use, or disclosure.
As a Provider Partner, You may receive information from Yuzi Care, in either written or oral form, that pertains to Yuzi Care’s business, company operations, strategy, marketing plans, financial position, the Yuzi Care Services, or that otherwise could be reasonably understood to be harmful to Yuzi Care if it was made public (“Yuzi Care Confidential Information”). You
Notwithstanding the foregoing, the term Yuzi Care Confidential Information does not apply to information which the Company has voluntarily disclosed to the public without restriction, or which has otherwise lawfully entered the public domain.8. Sale of Physical Products. In addition to the other terms contained in this Addendum, if You offer for sale any physical, tangible, and/or non-digital goods or products ("Physical Products") through the Provider Partner Program, the following terms apply:
a. Fulfillment and Shipping. Provider Partner is solely responsible for timely fulfilling and shipping all orders for Physical Products and collecting and/or paying the cost for such shipment and fulfillment.
b. Applicable Law and Taxes. Provider Partner is solely responsible for complying with any applicable state, local, federal, or other law, rule, or regulation related to the sale or shipment of any Physical Products. Provider Partner is solely responsible for the collection and payment of any taxes related to the sale of any Physical Products.
c. Representations and Warranties. Provider Partner represents and warrants that any Physical Products offered, advertised, or sold by Provider Partner (i) do not infringe upon the rights of any third-party; (ii) are not defective or recalled, (iii) do not promote or contain any of the content contained in Section 9, below; and (iv) comply with any and all other terms and guidelines posted by Yuzi Care on the Site and in any other part of the Provider Partner Program materials.
9. Prohibited Websites, Content, Products, and Services.
You may not use the Program to advertise, sell, or link to any websites, products, or services that contain, promote, or engage in any of the following, in Yuzi Care’s sole discretion:
- X-rated or sexually explicit materials;
- Violence or discord;
- Discrimination based on race, religion, nationality, disability, sexual orientation or age;
- Any illegal activity, including hacking;
- Aggressive sales tactics;
- The violation of intellectual property rights; or
- The violation of any other terms posted by Yuzi Care on the Site or in any part of the Provider Partner Program (provided, that in the event Yuzi Care intends to rely on this provision, it will provide notice and an opportunity to cure).
Yuzi Care reserves the right to prohibit Provider Partner from promoting or selling any website, product, or service through the Program in Yuzi Care’s sole discretion.
10. Licenses and Intellectual Property. You hereby grant to Us a worldwide, nonexclusive, limited, revocable right to use and display on the Site and make available to Customers for use and display the Links, advertisements and trademarks that You choose to display with Yuzi Care.
We grant You a nonexclusive, non-transferable, revocable, limited license to access and make use of the Site and material provided thereon in order to post Your Links, advertisements and related materials; provided, that, You fully comply with this Addendum.
The registered and unregistered trademarks, service marks, tradenames, graphics, logos, page headers, button icons, scripts, trade dress, or other indicia of trade origin (collectively, "Trademarks") of Yuzi Care may not be used in connection with any business, product, or service. All other Trademarks not owned by Yuzi Care that appear on the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Yuzi Care.
Except as expressly provided in this Section, Yuzi Care grants no other rights or licenses hereunder. Yuzi Care shall remain the sole owner of all intellectual property rights to the Service(s) and the Program. All content on the Site or in the Program, including, but not limited to, text, design, graphics, logos, button icons, images, audio clips, digital downloads, interfaces, data compilations, software, and code, and the compilation of all content on the Site or the Program, as well as all software used on the Site or associated with the Program, is the property of Yuzi Care, its Provider Partners, or its other Customers, and is protected by United States and international copyright laws. Any content provided by You shall continue to be owned by You.
11. Disclaimer of Liability for Provider Services. Provider Partner acknowledges and agrees that Provider Partner is solely responsible for Provider Partner’s Provider Services. Yuzi Care provides no express warranty of, will have no implied warranty of, and will have no responsibility for, the Provider Services. Yuzi Care expressly disclaims all express and implied warranties for Your Provider Services, including, without limitation, warranties of non-infringement, merchantability, and fitness for a particular purpose.
12. Provider Partner Insurance Coverage. Provider Partner is required to maintain professional and/or commercial liability insurance that is standard for the type(s) of Provider Service(s) offered.
13. Taxes and Related Charges. You are solely responsible for ensuring the collection and payment of any and all applicable state, local, or other taxes or related charges arising from any customer purchasing Your products or services. You agree to indemnify Yuzi Care from any liability connected with the same.
14. SPAM. You agree to comply with all U.S. state and federal SPAM laws, including, but not limited to, the Federal CAN-SPAM Act of 2003 and any rules or regulations promulgated by any Federal Trade Commission or any other federal agency thereunder. You also agree to indemnify Us from any liability connected with SPAM or unsolicited e-mail transmissions by You or connected to You.
15. Representations, Warranties, and Covenants.
Provider Partner represents and warrants that: (i) Provider Partner’s websites, advertisements, links, disclosures, landing pages, claims, representations, scripts, videos, and any other media related to Provider Partner’s sale or promotion of its products or services (collectively the "Advertisements") will comply with all applicable State and Federal laws; (ii) Advertisements do not contain or promote, nor link to any website that contains or promotes, libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content, products, services or activities; (iii) Provider Partner owns or has the legal right to use, distribute, and/or sell (as applicable) all content, copyrighted material, products, and services displayed on Provider Partner’s websites and other media; (iv) Provider Partner shall not offer or promote products or services (or websites or links to websites) containing any pornographic, racially or ethnically discriminatory, political, software pirating or hacking, hate-mongering, or otherwise objectionable or illegal content; (v) Provider Partner shall at no time use Yuzi Care’s proprietary software or any materials provided by Yuzi Care or Customer in any manner other than that which is specifically contemplated herein; (vi) Provider Partner will not violate any third party terms and conditions; (vii) Provider Partner will not use deceptive or misleading practices; (viii) Customer’s products and services do not infringe upon the rights of any third-party; and (ix) Provider Partner will not improperly disclose any Yuzi Care Confidential Information.
Provider Partner further represents and warrants that Provider Partner maintains sufficient professional and/or commercial liability insurance that is standard for the type(s) of Provider Service(s) offered.
Yuzi Care represents and warrants that it shall provide the Services in a professional and workmanlike manner, and that such Services will perform substantially in compliance with any and all specifications and documentation applicable thereto.
16. Limitation of Liability; Disclaimer of Warranty. IN ADDITION TO THE LIMITATIONS OF LIABILITY IN THE TERMS GOVERNING THE PARTIES, IN NO EVENT SHALL YUZI CARE BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM: (A) PROVIDER PARTNER’S RELATIONSHIP WITH CUSTOMER(S), AND (B) ANY OF PROVIDER PARTNER’S PRODUCTS, PROVIDER SERVICES, ADVERTISING OR PROMOTIONAL MATERIALS OR OFFERS; PROVIDED, THAT THE FOREGOING LIMITATION DOES NOT APPLY TO ANY CLAIMS ARISING FROM YUZI CARE’S GROSS NEGLIGENCE, WANTON MISCONDUCT, OR BREACH OF ANY WARRANTY OR BREACH OF ANY CONFIDENTIALITY, SECURITY, OR DATA PROTECTION OBLIGATIONS ARISING HEREUNDER.
Yuzi Care makes no representations and warranties whatsoever, other than those otherwise stated expressly herein, and disclaims any responsibility and liability, regarding the content or nature of any advertisement or marketing materials, or any product or service advertised in connection therewith or on any linked pages. Yuzi Care makes no representations whatsoever about any other website that Provider Partner may access through Yuzi Care’s services or the Provider Partner Program. When Provider Partner accesses a website that is not associated with and is independent from Yuzi Care, Provider Partner acknowledges that Yuzi Care has no control over the content of such website.
17. Indemnity.
a. By Provider Partner. Provider Partner will defend, indemnify, and hold harmless the Yuzi Care (“Indemnified Party”) and its Provider Partners, directors, employees, agents, successors and assigns from and against all claims, actions, demands, suits, causes of action and/or any liability, of any kind whatsoever (each a “Claim”), for losses, damages, costs, and expenses (including reasonable attorneys' fees and expenses) (“Losses") arising from, related to or associated with (i) any acts or omissions of Provider Partner, (ii) the advertisement, sale, or use of any of Provider Partner’s products or services (including any Physical Products and Provider Services), (iii) any breach of this Addendum by the Provider Partner, or (iv) any breach by Provider Partner of any representations or warranties contained herein.
b. By Yuzi Care. Yuzi Care shall indemnify and defend any Claim brought against Provider Partner arising out of or relating to any allegation that Provider Partner’s use of the Yuzi Care Services, as provided by Yuzi Care and used in accordance with this Agreement, directly infringes a third party’s Intellectual Property Rights (an “IP Claim”). Yuzi Care’s indemnity obligation will apply to any Losses that: (i) a court finally awards as a result of any IP Claim; or (ii) are agreed to by Yuzi Care in any settlement arising from any IP Claim, in each case subject to this Section 17; provided, that Yuzi Care shall have full control over the defense of the IP Claim and (x) any settlement or resolution entered into by Yuzi Care shall not require an admission of liability or any payment by Provider Partner, (y) Provider Partner has not made any admission against Yuzi Care’s interests and has not agreed to any settlement of any claim or demand without Yuzi Care’s consent, and (z) Provider Partner shall cooperate with Yuzi Care in the defense of the claim, at Yuzi Care’s expense.
Notwithstanding anything herein to the contrary, Yuzi Care will have no obligation or liability to Provider Partner under this Section 17(b) if: (i) the IP Claim is based upon, arises out of or is related to (a) the combination of any of the Yuzi Care Services with any other software, hardware or products not provided by Yuzi Care; or (b) the use of the Yuzi Care Services for other than their intended purpose; (ii) Provider Partner is in material breach of this Agreement; or (iii) Provider Partner fails to notify Yuzi Care of the IP Claim in a prompt manner and the delay results in prejudice to Yuzi Care.
If any part of the Yuzi Care Services become the subject of an IP Claim, Yuzi Care may, at Yuzi Care’s option and expense, (i) procure for Provider Partner the right to continue using the Yuzi Care Services; (ii) replace or modify the Yuzi Care Services with a non-infringing version of substantially equivalent function and performance; or (iii) terminate this Agreement. The obligations of Yuzi Care set forth in this Section 17 shall constitute the sole and exclusive remedy of Provider Partner with respect to any IP Claim, and in no event shall Yuzi Care's aggregate liability under this Section 17 exceed the total amounts paid by Provider Partner to Yuzi Care under this Agreement in the twelve (12) months preceding the IP Claim .
18. General.
a. Term. This Addendum shall begin upon Our acceptance of Your application for the Provider Partner Program and shall remain in effect until terminated by either party in accordance with this Addendum or the Terms. For the avoidance of doubt, the Term shall cease upon notice from either party.
b. Termination by Yuzi Care. Yuzi Care may terminate this Addendum for cause if You have violated the terms of this Addendum or any other agreement with Yuzi Care.
c. Termination by Provider Partner. Provider Partner may terminate this Addendum at any time, including with or without cause, by serving a notice of termination in writing (email acceptable). Notwithstanding the former, Provider Partner must fulfill all existing obligation(s) to Customer(s) in accordance with this Agreement, the Cancellation & Rescheduling Policy, and any agreement by and between the Provider Partner and any Customer(s).
Yuzi Care has no obligation to confirm or acknowledge any notice of termination between Provider Partner and Customer and therefore shall not be liable for any outstanding payments or other obligations which remain unfulfilled by a Provider Partner and/or Customer. Provider Partner is responsible for complying with the terms of the Cancellation & Rescheduling Policy.
d. Relationship.
The parties agree that Yuzi Care is acting as an independent contractor in offering its services and managing the Provider Partner Program and that the relationship between Yuzi Care and Provider Partner shall not constitute employment, a partnership, a joint venture or an agency.